{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-728.8.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-728.8.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-728.8.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-728.8.html"}],"law_id":76494,"edition_id":1,"section_id":76494,"structure_id":15776,"section_number":"13.1-728.8","catch_line":"Appraisal rights","history":"1989, c. 14; 2005, c. 765.","full_text":"A\n\nUnless otherwise provided in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred, in the event shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has beneficial ownership of shares entitled to cast a majority of the votes which could be cast in an election of directors, all shareholders of the public corporation other than the acquiring person have the right to appraisal rights and to obtain payment of the fair value of their shares under Article 15 (§ 13.1-729 et seq.) of this chapter as though such granting of voting rights were a corporate action described in subsection A of § 13.1-730, except that the provisions of subsection B of § 13.1-730 shall not be applicable and the failure to vote in favor of the granting of voting rights shall be deemed to constitute compliance with the requirements of subsection A of § 13.1-733.B\n\nFor the purposes of this section, “fair value” shall in no event be less than the highest price per share paid in the control share acquisition, as adjusted for any subsequent share dividends or reverse share splits or similar changes.","order_by":null,"text":{"0":{"id":274573,"text":"Unless otherwise provided in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred, in the event shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has beneficial ownership of shares entitled to cast a majority of the votes which could be cast in an election of directors, all shareholders of the public corporation other than the acquiring person have the right to appraisal rights and to obtain payment of the fair value of their shares under Article 15 (§ 13.1-729 et seq.) of this chapter as though such granting of voting rights were a corporate action described in subsection A of § 13.1-730, except that the provisions of subsection B of § 13.1-730 shall not be applicable and the failure to vote in favor of the granting of voting rights shall be deemed to constitute compliance with the requirements of subsection A of § 13.1-733.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":274574,"text":"For the purposes of this section, “fair value” shall in no event be less than the highest price per share paid in the control share acquisition, as adjusted for any subsequent share dividends or reverse share splits or similar changes.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A"}},"ancestry":[{"id":15776,"edition_id":1,"name":"Control Share Acquisitions","identifier":"14.1","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:59:22","date_modified":"2026-06-26 03:59:22","permalink":{"id":150507,"object_type":"structure","relational_id":15776,"identifier":"14.1","token":"13.1\/9\/14.1","url":"\/13.1\/9\/14.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 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shareholders","url":"\/13.1-728.5\/","token":"13.1\/9\/14.1\/13.1-728.5","metadata":false},{"id":66018,"structure_id":15776,"section_number":"13.1-728.6","catch_line":"Notice to shareholders","url":"\/13.1-728.6\/","token":"13.1\/9\/14.1\/13.1-728.6","metadata":false},{"id":61529,"structure_id":15776,"section_number":"13.1-728.7","catch_line":"Redemption","url":"\/13.1-728.7\/","token":"13.1\/9\/14.1\/13.1-728.7","metadata":false},{"id":76494,"structure_id":15776,"section_number":"13.1-728.8","catch_line":"Appraisal rights","url":"\/13.1-728.8\/","token":"13.1\/9\/14.1\/13.1-728.8","metadata":false},{"id":60731,"structure_id":15776,"section_number":"13.1-728.9","catch_line":"Nonexclusivity","url":"\/13.1-728.9\/","token":"13.1\/9\/14.1\/13.1-728.9","metadata":false}],"previous_section":{"id":61529,"structure_id":15776,"section_number":"13.1-728.7","catch_line":"Redemption","url":"\/13.1-728.7\/","token":"13.1\/9\/14.1\/13.1-728.7","metadata":false},"next_section":{"id":60731,"structure_id":15776,"section_number":"13.1-728.9","catch_line":"Nonexclusivity","url":"\/13.1-728.9\/","token":"13.1\/9\/14.1\/13.1-728.9","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-728.8\/","history_text":"

This law was first created in 1989. The record of its establishment is cataloged in chapter 14 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1989 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2005, chapter 765<\/a>.<\/p>","references":false,"refers_to":[{"id":77282,"section_number":"13.1-729","catch_line":"Definitions","order_by":null,"url":"\/13.1-729\/"},{"id":65588,"section_number":"13.1-730","catch_line":"Right to appraisal","order_by":null,"url":"\/13.1-730\/"}],"permalink":{"id":150537,"object_type":"law","relational_id":76494,"identifier":"13.1-728.8","token":"13.1\/9\/14.1\/13.1-728.8","url":"\/13.1-728.8\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-728.8\/","token":"13.1\/9\/14.1\/13.1-728.8","dublin_core":{"Title":"Appraisal rights","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-728.8","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless otherwise provided in a corporation’s articles of incorporation<\/span> or bylaws before a control share acquisition<\/span> has occurred, in the event shares<\/span> acquired in a control share acquisition<\/span> are accorded full voting rights and the acquiring person<\/span> has beneficial ownership<\/span> of shares<\/span> entitled to cast a majority of the votes which could be cast in an election of directors, all shareholders<\/span> of the public corporation<\/span> other than the acquiring person<\/span> have the right to appraisal rights and to obtain payment of the fair value of their shares<\/span> under Article 15 (§ 13.1-729<\/a> et seq.) of this chapter as though such granting of voting rights were a corporate action described in subsection A of § 13.1-730<\/a>, except that the provisions of subsection B of § 13.1-730<\/a> shall not be applicable and the failure to vote in favor of the granting of voting rights shall be deemed to constitute compliance with the requirements of subsection A of § 13.1-733<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> For the purposes of this section, “fair value” shall in no event be less than the highest price per share paid in the control share acquisition<\/span>, as adjusted for any subsequent share dividends or reverse<\/span> share splits or similar changes. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAPPRAISAL RIGHTS (\u00a7 13.1-728.8)\n\nA. Unless otherwise provided in a corporation’s articles of incorporation\nor bylaws before a control share acquisition has occurred, in the event shares\nacquired in a control share acquisition are accorded full voting rights and the\nacquiring person has beneficial ownership of shares entitled to cast a majority\nof the votes which could be cast in an election of directors, all shareholders\nof the public corporation other than the acquiring person have the right to\nappraisal rights and to obtain payment of the fair value of their shares under\nArticle 15 (§ 13.1-729 et seq.) of this chapter as though such granting of\nvoting rights were a corporate action described in subsection A of §\n13.1-730, except that the provisions of subsection B of § 13.1-730 shall\nnot be applicable and the failure to vote in favor of the granting of voting\nrights shall be deemed to constitute compliance with the requirements of\nsubsection A of § 13.1-733.\n\nB. For the purposes of this section, “fair value” shall in no event\nbe less than the highest price per share paid in the control share acquisition,\nas adjusted for any subsequent share dividends or reverse share splits or\nsimilar changes.\n\nHISTORY: 1989, c. 14; 2005, c. 765.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}